(b) Reimbursements to Lessee. If, by reason of any Tax payment made to or for the account of an Indemnitee by Lessee pursuant to Section 10(a) such Indemnitee subsequently realizes a net tax benefit (whether due to a tax deduction or credit made available to such Indemnitee) not previously taken into account in computing such payment, such Indemnitee shall promptly pay to Lessee an amount equal to the sum of (i) the actual net reduction in Taxes, if any, realized by such Indemnitee which is attributable to such benefit, savings, deduction or credit and (ii) the actual reduction in any Taxes realized by such Indemnitee as the result of any payment made by such Indemnitee pursuant to this sentence; provided, however, that the obligation of such Indemnitee to make any payment pursuant to this Section 10(b) shall be postponed for so long as the amount of such payment pursuant to (i) above would exceed (x) the amount of all prior payments made by Lessee pursuant to Section 10(a) less (y) the portion of all prior payments computed pursuant to (i) above by such Indemnitee to the Lessee hereunder.



(c) Contests. If a written claim shall be timely made against and timely received by any Indemnitee for any Tax for which Lessee is obligated pursuant to this Section 10(a), such Indemnitee shall notify Lessee in writing promptly of such claim and shall provide Lessee such information regarding such claim as claim as Lessee may reasonably request, but the failure to give such notice or to provide such information shall not diminish Lessee's obligation hereunder unless such failure causes a contest to be precluded or such contest right is materially adversely affected by such failure.